Merger to create leading EPS raw material company, facilitating growth of downstream business

• BEWI’s raw material division joins forces with Unipol to create leading EPS producer in Europe
• BEWI maintains 49% ownership and joint control of the combined company
• Combined entity expected to be cash generating, with capacity to finance investments and dividends
• BEWI receives up to EUR 75 million cash, facilitating growth in segments with higher margin

BEWI has entered into an agreement with The Rock Capital Group (TRCG), an international investment firm and the owner of Unipol Holland B.V. (Unipol), to combine their respective raw material businesses to create a leading EPS (expanded polystyrene) producer in Europe. While maintaining a 49 per cent ownership, BEWI releases capital and resources to accelerate growth in energy-efficient solutions for buildings and circular packaging solutions.

“Through this transaction, we strengthen RAW’s position in the European EPS market. We maintain the operational benefits of being vertically integrated, while at the same time facilitating growth in our downstream business. Here, we have higher margins and see a higher growth potential both organically and through acquisitions, supported by strong megatrends for the construction markets in Europe”, says CEO of BEWI Christian Bekken.

Unipol was founded in 1989 and is based in Oss in the Netherlands, where its production facility is located with a production capacity of approximately 95,000 tonnes of EPS.

About the transaction and the combined entity

The combined entity will comprise four raw material facilities with a total annual production capacity of 375,000 tonnes of EPS, including 30,000 tonnes of grey EPS and a considerable capacity to produce recycled EPS. The new entity has an intention to replace part of the production capacity of white EPS to grey EPS to meet a growing demand for this material.

The entity has annual revenues of approximately EUR 400 million and is expected to finance any investments on own balance sheet and to have significant dividend capacity. The combined business will continue to be the preferred supplier of EPS to BEWI’s downstream business through long-term agreements.

As part of the transaction, BEWI will receive a cash consideration of up to EUR 75 million, of which EUR 42.5 million is paid following closing and the remainder is subject to an earn-out agreement. The combined entity will be owned 51 per cent by TRCG and 49 per cent by BEWI. The entity will be governed by a supervisory board that will consist of two representatives from BEWI and two from the TRCG.

“We maintain a significant ownership in the combined raw materials company to capitalise on the anticipated increase in demand for insulation materials to improve the energy-efficiency of buildings. Based on identified synergies, ongoing cost reductions, and a market rebound, we expect good profitability improvement for the new entity”, Bekken continues.

Focusing on high-growth areas and reducing leverage

After completion of the transaction, BEWI’s core offering will be insulation and other energy-efficient solutions for buildings and a broad selection of recyclable and recycled packaging products. Both markets are supported by strong megatrends and the fundamentals related to climate change and the transition to a circular economy.

”We continue to prioritise areas of growth and profitability improvements, targeting maximum shareholder return. By divesting parts of the packaging business, evaluating options for the automotive business, and now reducing our ownership in RAW, we can re-allocate capital and management focus to defined high-growth areas”, Bekken concludes.

The transaction will reduce BEWI’s leverage, increasing financial flexibility to pursue growth in these areas which traditionally have higher margins.

Timeline

Closing of the transaction is subject to closing conditions, such as for example relevant competition filings, and is expected to take place the next couple of months.

For further information, please contact:
Charlotte Knudsen, Director of IR and Communications BEWI ASA, tel: +47 9756 1959
Marie Danielsson, CFO BEWI ASA, tel: +46 70 661 00 47

About The Rock Capital Group (TRCG)

TRCG is an international investment firm, with a focus on long-term value creation and fostering sustainable businesses that will thrive for years to come. The approach involves playing an active role as both shareholders and investment managers to support portfolio companies in their growth initiatives. TRCG partners with exceptional management teams, providing the expertise, funding, and financial resources necessary to help them achieve their strategic objectives. Its diverse portfolio spans several sectors, including energy, energy storage terminals, infrastructure projects, mobility and retail brands. 

About BEWI ASA

BEWI is an international provider of packaging, components, and insulation solutions. The company's commitment to sustainability is integrated throughout the value chain, from production of raw materials and end goods, to recycling of used products. With a vision to protect people and goods for a better every day, BEWI is leading the change towards a circular economy.

BEWI ASA is listed at the Oslo Børs under ticker BEWI.

The information is such that BEWI ASA is required to disclose in accordance with the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication, through the agency of the contact persons set out above, at 07:00 CET on 5 February 2025.